Download free, fully‑editable Distribution Agreement templates in Microsoft Word. Includes exclusive, non‑exclusive, reseller, online‑sales and more—plus a step‑by‑step guide. You can explore all of our Agreement Templates to find one suitable for your requirements.
To facilitate the process of bringing their products/services to other markets, manufacturing and Distribution Agreement is an integral legal document that underscores the symbiosis between the supplier and the distributor. The territory bounded by the contract, the exclusion of other distributors, barrels language on finance and payments, distribution responsibilities, care for wholesaling, office maintenance and service provisions, and available action in breach of agreement by any party, is explicitly defined within the contract.
What Is a Distribution Agreement?
When two parties, where one is a supplier and the other is a distributor, enter into a Distribution Agreement, they are legally bound in a contract to sell, promote and provide all post-purchase care of the supplier’s goods and services within a specific market or medium. The terms of the agreement generally cover the areas of exclusive, non-exclusive or market-limited rights that may be given to the distributor, whether the distributor shall charge a set amount for each product sold and if allowed, the levels of discount progression with respective price levels and approved minimum orders, the frequency of billing, accepted currency and available credit limits, as well as standards, for example sales achievements, inventory rotation, advertising expenses that the customer/distributor should attain.
It also clearly specifies the duties of the supplier – the duty to provide product specifications, warranties, training materials, and promotional materials. As well as the responsibilities of the distributor – the duty of stocking goods at an acceptable level, branding the goods properly, and dealing with outward facing customers. Further, the termination of the contract is qualified, post termination obligations are indicated (such as returning the unsold goods, de branding the products and maintaining confidentiality) as well as a mechanism for solving disputes, (Mediation or Arbitration and what law is applicable). As such, because all of the above themes appear, a Distribution Agreement helps in safeguarding the suppliers brand equity as well as allowing the distributor to make money easily.
How to Use a Distribution Agreement Sample in Word
Begin by opening the Distribution Agreement Word document you have downloaded and completely read each clause in order to know its rationale and necessity. After reading the sections, substitute every placeholder, mostly written as gear brackets, for example, “[Supplier Name]”, “[Distributor Name]”, “[Effective Date]”, “[Territory]”, or “[Minimum Purchase]” with the actual specifics about your business arrangement and avoid scribbling the text in the sections marked “Rework”. Also, look closely into the clauses whose contents consist of the scope of exclusivity, the schedule of prices and discounts, as well as the provisions setting the targets, and all of these elements and check if they have corresponding elements in the preliminary discussions (as it can happen). For example, if it is a cross-border deal, include incoterms or appropriate representation in the provisions relevant to the export control – for instance, FOB, CIF, or DDP.
Parties shall be advised to request separate legal consultants upon finalizing the document into a Distribution Agreement. An attorney will check exclusivity provisions against anti‑trust laws, check payment clauses in relation to currency regulations of the area and will ascertain if proper warranty and product liability clauses have been adhered to. When it is ascertained that a proposal is within the law, print initially two forms, and both parties, whether the supplier or the distributor, should affix their signatures in the presence of required witnesses or the attesting notary public (in jurisdictions where notarization is a legal requirement), and preserve the original copy in a safe place along with a convenient PDF duplicate.
Download Free Distribution Agreement Templates
Here are previews and download links for these free Distribution Agreement Templates in MS Word format.
Popular Types of Distribution Agreements
Choosing the right distribution‑agreement template hinges on the nature of the product, the market strategy, and the level of control each party wishes to retain. Below is a narrative overview of the most common distribution‑agreement structures, allowing you to decide which version—or which combination of clauses—best matches your business model.
Exclusive Territory Distribution Agreement
In this type of agreement the supplier nominates one distributor to sell its products in a designated territory or to a predetermined customer segment for the period defined in the agreement. Also, as the distributor is the exclusive selling agent there, the agreement considers the distributor responsible to make purchases and sales in some specific quantities, to run promotional campaigns and maintain stocks to a certain level. In most cases, this is accompanied with additional discounts for the distributor and some marketing promises and even training in some rare cases. This Distribution Agreement includes a “cure period” provision which enables the Supplier to remove the market exclusivity to the Distributor if he continuously fails to achieve the sales quota, this guarding the Supplier from an economic loss.
Non‑Exclusive Distribution Agreement
Useful for suppliers who wish to allow more than one partner within certain geographical limits. The instruction manual specifies that the distributor has to be active in the sale of the products whereas the supplier is entitled to promote and engage additional distributors, sell to the ultimate consumers themselves, or open a retail shop in that same region. There being no exclusivity on the part of the distributor, such contracts typically offer less discounting and performance requirements but uphold branding and af- ter sales service requirements on the distributor.
Reseller (Channel‑Partner) Agreement
This is more often seen in the technological environment, software, or hardware industry where while a partner provides a distribution channel, it also incorporates, customizes, or offers services accompanying the same. This agreement includes pricing that is list, discount for a reseller and a ‘white label’ pricing that may at times be referred to as discounting, a condition to have a reseller undergo training and some additional certifications requires the reseller to offer all sales information within a specified time period. It also includes a customer retention clause where the supplier remains the owner of the customer for support and warranty, and a competition restriction clause that restricts the reseller from selling similar products for a few months after the Distribution Agreement expires.
Online‑Marketplace Distribution Agreement
If you are already into business the Distribution Agreement can be optimized to e-commerce portals like Amazon, E-bay, Etsy or any other platforms. The model includes templates related to e stock management, explaining the billing model (raising of a commission of the sales along with platform charges), fulfillment of orders including shipping methods(dropping of an item which is directly supplied by the supplier or the platform takes charge of the delivery). The model also comprises of the data protection clause requiring the platform to deal with customer hence secure the customer information according restrictions such as GDPR, CCPA or any other remedies and a resolution of disputes clause imposing arbitration in the place of supplier’s main office to avoid any litigation in foreign countries.
Franchise‑Style Distribution Agreement
Distributors of goods in several sectors operate under the licensing system of the contracted supplier and sell them in branded outlets. In other words, this is a mix of two types of contract – franchise (usage of marks, design of the store, advertising fees, etc.) plus classical distribution (minimum order quantities, turnover requirements, etc.). As the distributor is, in essence, just an additional marketing arm of the brand, such Distribution Agreement often includes more stringent service quality provisions and supplier’s right to conduct inspection and ensure adherence to brand norms.
Manufacturing‑Only Distribution Agreement
If the supplier is envisioned as a contract producer (a manufacturer), and those who produce for the brand client also distribute such products to third party sellers, then the agreement detaches responsibilities linked to production (every manufacturing specification, delivery times, warranties etc.) and distribution (organizing shipping, storage and processing of such orders). Ownership of any IP is vested in the brand owner. This is specified in the template. The manufacturer/distributor will have a license to the brand for the territory in question but only for labelling and promotion purposes.
Co‑Marketing Distribution Agreement
This occurs when two product, which can be complementary to each other, manufacturers join hands and promote each other’s products through their own distribution channels. In such arrangements, there is also an integration of the marketing activities, and costs and revenues from sales are split, according to the share of income gained by the parties involved. Furthermore, since both parties come out as suppliers and distributors of their respective brands or products, there must be reciprocal confidentiality agreements, as well as non-disparagement clauses, to guard the interests of both brands.
Import‑Export Distribution Agreement
Best suited for vendors whose products are imported exported through borders to other countries. The Distribution Agreement template contains incoterms (FOB, CIF and DDP), respective custom clearance roles, how foreign exchange risk is absorbed, and whether export control regimes (EAR, ITAR, and EU Dual Use) apply or not. The template has a “force majeure” clause which deals with trade sanctions or an embargo and a “re-routing of export” clause that prohibits the distributor outside the country from thanksgiving to parties in restricted locations.
Drop‑Shipping Distribution Agreement
Known for the rise in adoption among e-commerce companies who don’t hold the goods in stock. The retailer outsources their shipping duties to the supplier who sends out products on their behalf almost directly to the customer. This understanding considers the Retailer’s risk in the collection of payment from the customer, of fulfilling the orders and reverse logistics as part of the supplier’s risk as well as hardcore defects of any sort including but not limited to merchandise and on time delivery. There is also a statement that’s called a “price-parity” clause, which states that the retailer can not sell the product at the lesser price than the supplier does to other places distribution channels.
Limited‑Time Promotional Distribution Agreement
Intended for products that are seasonal, for limited edition product introductions or for joint promotional transactions. The Distribution Agreement includes specific obligations of the parties such as a certain limited period of time for exclusive supply (for example 90 days), shorter deliveries and obligation to provide the marketing budget during the advertising campaign. Upon expiration of the campaign, they can return to the standard non-exclusive relationship or change the terms and conditions.
Each of these templates can be used independently or combined to create a hybrid agreement that mirrors the precise dynamics of your market strategy. By selecting the sections that align with the product type, the desired level of exclusivity, the channel (online, brick‑and‑mortar, reseller, franchise) and any cross‑border considerations, you can draft a Distribution Agreement that protects both the supplier’s brand and the distributor’s investment while complying with antitrust, export‑control and industry‑specific regulations.
Finally, you can customize your MS Word document by adding a table of contents with footnotes. You can even insert your signature. When you have finished customizing your template, you can use it freely. You should use the a4 format for your distribution agreement, commission agreement, and consignment agreement template. One can obtain format files from several sources, such as the internet. You can also purchase a software distribution agreement template. It may be in a book format (a.k.a. pdf) or a software package with a template library.
